News Release

Enters Into Mutually Beneficial Agreements with Brookdale Senior
Living

Updates and Improves 2018 Guidance

CHICAGO--(BUSINESS WIRE)--Apr. 27, 2018--
Ventas, Inc. (NYSE: VTR) today announced its results for the first
quarter ended March 31, 2018:

Income from continuing operations per diluted common share was $0.22
compared to $0.44 in the same period in 2017. The decline from the
first quarter 2017 is mainly due to: the recognition of a $36 million,
or $0.10 per share, impairment to an investment in an unconsolidated
joint venture consisting principally of skilled nursing facilities
that the Company expects to sell in 2018 at a 9 percent capitalization
rate on cash rent; and higher deal costs related to the Company’s
previously announced transition of a seniors housing portfolio to a
newly-formed operator in January 2018.

Normalized Funds From Operations (“FFO”) per diluted common share grew
two percent to $1.05 compared to the same period in 2017. The increase
from the first quarter 2017 is principally due to property portfolio
growth and accretive investments, partially offset by the cumulative
impact of dispositions and receipt of final repayments on loans
receivable and related debt reduction.

Reported FFO per diluted common share, as defined by the National
Association of Real Estate Investment Trusts (“NAREIT FFO”), was $0.96
compared to $1.03 in the same period in 2017, driven principally by
the higher deal costs previously described.

“We are pleased to report a strong start to 2018, with excellent
property performance, growth across all segments, and enhanced balance
sheet strength,” said Debra A. Cafaro, Ventas Chairman and Chief
Executive Officer. “We executed on our strategic priorities, including
extending and combining our leases for our Brookdale portfolio through
2025, successfully transitioning over 70 private pay seniors housing
properties to Eclipse Senior Living, a newly-established, high-quality
seniors housing operator, and further building out our best-in-class
team. As a result of the strength of our business and these successes,
we are raising our full year normalized FFO expectations.”

Mutually Beneficial Agreements with Brookdale
Senior Living

Ventas has entered into mutually beneficial agreements (collectively,
the “Agreement”) with Brookdale Senior Living (NYSE: BKD) (“Brookdale”).
The Agreement combines and extends the Company’s leases with Brookdale,
providing support for Brookdale’s operational improvement strategy under
its new leadership team and bridging Brookdale’s lease term to take
advantage of the coming demand wave of a growing seniors population.
Currently, Ventas’s 128 wholly-owned seniors housing communities
operated by Brookdale under triple-net leases with the Company (the
“Brookdale Portfolio”) generate approximately $180 million in annual
cash rent and represent 8 percent of the Company’s annual net operating
income (“NOI”). Under the Agreement:

The Brookdale Portfolio has been substantially combined into a single
master lease (the “Master Lease”) with an initial term through
December 31, 2025. Brookdale retains two 10-year extension options.
Prior to the Agreement, Ventas had nearly $170 million of its $180
million in Brookdale cash rent expiring by 2020. The new Agreement
effectively eliminates near-term expirations by extending maturities
through 2025.

Ventas will provide Brookdale with a cash rent credit averaging $6
million per year commencing May 1, 2018. The Master Lease contains
annual rent escalators equal to the lesser of 2.25 percent or four
times CPI, commencing January 1, 2019. The transactions will increase
Ventas’s 2018 normalized FFO per share modestly, as cash rent should
now approximate rent recognized under generally accepted accounting
principles (“GAAP”). Prior to the Agreement, cash rent exceeded rent
recognized under GAAP. The Company will record a non-cash expense of
$22 million in connection with the Brookdale Agreement.

The Master Lease remains guaranteed by Brookdale Senior Living, Inc.,
and includes enhanced credit and structural protections for Ventas.
The Agreement also includes a streamlined, objective change of control
(“COC”) standard for Brookdale. If a COC occurs, Ventas’s credit
protections are automatically further strengthened and Ventas will
receive certain additional rights, fees and protections.

To optimize and further improve the portfolio, Brookdale and Ventas
intend to actively pursue the sale of certain Brookdale Portfolio
properties totaling up to $30 million in cash rent (the “Sale
Assets”). If Ventas sells any or all of the Sale Assets, it will
receive all of the net sale proceeds and Brookdale will receive a 6.25
percent rent credit (cash rent reduction) thereon. In addition, under
the Agreement, Ventas has the right to transition assets in the
Brookdale Portfolio to other operators under certain conditions.

Brookdale has committed to certain annual capital expenditures to
maintain the Brookdale Portfolio and Ventas has agreed to consider
making additional capital investments for a market return to align the
parties' interests and further enhance the competitiveness and
performance of the communities.

Pro forma for the Agreement, Ventas has less than $2 million of
seniors housing triple-net rent (0.1 percent of its total NOI) with
renewals through the end of 2020, and the weighted average lease
maturity on its entire triple-net leased portfolio is extended to 10
years.

First Quarter 2018 Portfolio Performance

For the first quarter 2018, the Company’s same-store total property
portfolio (1,049 assets) cash NOI grew 2.6 percent compared to the
same period in 2017. Same-store cash NOI growth for the total
portfolio and by segment for the first quarter 2018 follows:

Same-Store Cash NOI

Q1 2018

Reported Growth

Triple-Net

4.4%

Seniors Housing Operating Portfolio (“SHOP”)

0.7%

Office

2.2%

Total Company

2.6%

First Quarter 2018 and Recent Highlights

Building Winning Platforms: Ventas successfully transitioned
management of an owned portfolio of over 70 private pay seniors
housing communities to Eclipse Senior Living (“ESL”), a newly-formed,
high-quality seniors housing operator founded by an experienced,
results-driven team of senior living executives led by industry
veteran Kai Hsiao. Ventas and ESL, which manages the portfolio under a
management contract with Ventas, are well positioned to realize value
from the portfolio through operational upside and the benefit of the
coming demand wave of a growing senior population.

During and immediately following the quarter, Ventas sold
properties and received final repayments on loans receivable for
proceeds exceeding $300 million, including the full repayment of a
well-secured, well-structured loan in the life sciences space.
These proceeds were used to retire debt.

The Company also committed to approximately $80 million of new
investments in development and redevelopment projects in
attractive markets, principally with Sunrise Senior Living in the
New York metropolitan statistical area.

Enhanced Balance Sheet Strength: The Company’s financial
flexibility improved further at quarter end, including a sequential
improvement of 0.2x in its net debt to Adjusted Pro Forma EBITDA ratio
to 5.5x. To extend the Company’s weighted average debt maturity
profile, Ventas also successfully issued $650 million of 4 percent
senior notes due 2028 to retire $700 million of 2 percent senior notes
that matured in February 2018. In addition, Ventas tendered and
retired $600 million of 4 percent senior notes due 2019.

Strengthened Best-in-Class Team:Peter J. Bulgarelli joined
Ventas in April 2018 as Executive Vice President of Office and
President and Chief Executive Officer of Lillibridge Healthcare
Services, Inc. to lead the Company’s integrated 25 million square foot
outpatient medical office building and university-based life science
portfolio. Bulgarelli is a member of the Ventas executive leadership
team and is based at the Company’s Chicago headquarters. Bulgarelli
joins Ventas following a successful 28-year career at Jones Lang
LaSalle, Incorporated (“JLL”), most recently leading JLL’s industry
focused businesses including healthcare, life sciences and higher
education, including academic medical centers.

Updated and Improved 2018 Guidance

Ventas updated its guidance ranges for 2018 income from continuing
operations per share, NAREIT FFO per share and same-store cash NOI
growth in addition to improving its expectations for 2018 normalized FFO
per share. The Company’s current guidance ranges are as follows:

Full Year 2018 Guidance

04/27/2018 Range

Low

High

Income from Cont. Ops

$1.21

─

$1.26

NAREIT FFO

$3.76

─

$3.84

Normalized FFO

$3.99

─

$4.07

Full Year 2018 Projected Same-Store Cash NOI Growth

04/27/2018 Range

Low

High

Triple-Net

2%

─

3%

SHOP

(4%)

─

(1%)

Office

1.75%

─

2.75%

Total Company

0.5%

─

1.5%

The Company’s updated normalized FFO per share guidance range of $3.99
to $4.07 represents a three-cent improvement at the midpoint compared to
its previously disclosed guidance of $3.95 to $4.05, driven by the
strong start to the year and the impact of the Brookdale Agreement.

Ventas’s updated same-store cash NOI growth guidance includes the impact
of the cash rent credit on the Brookdale Portfolio beginning at the time
of the Agreement, resulting in modestly lower forecasted 2018 same-store
triple-net and total Company cash NOI growth compared to the Company’s
previously disclosed guidance. Ventas’s SHOP and Office same-store cash
NOI growth guidance ranges remain unchanged.

The Company now expects $1.25 billion in proceeds from asset
dispositions and loan repayments for the full year 2018 at a GAAP rate
of over eight percent, the proceeds of which will principally be used to
retire debt. The Company has not included dispositions of the Brookdale
Sale Assets in its updated guidance. The change in income from
continuing operations per share guidance is principally driven by (a)
the change in disposition assumptions and the related inclusion of the
previously-described impairment on an equity interest in an
unconsolidated joint venture chiefly consisting of skilled nursing
assets, which Ventas intends to sell in 2018; and (b) the
previously-described non-cash expense related to the Brookdale Agreement.

The Company’s guidance does not include new acquisitions. Guidance
continues to include the funding of $425 million for the full year 2018
in high-quality development and redevelopment projects, mostly in
Ventas’s attractive university-based life science and medical office
businesses. In addition, the Company expects proactive debt refinancing
with longer-duration fixed rate debt to exceed $1 billion for the full
year 2018.

No equity issuance is included in guidance. The 2018 outlook assumes 359
million weighted average fully-diluted shares. A reconciliation of the
Company’s guidance to the Company’s projected GAAP measures is included
in this press release.

The Company’s guidance is based on a number of other assumptions that
are subject to change and many of which are outside the control of the
Company. If actual results vary from these assumptions, the Company’s
expectations may change. There can be no assurance that the Company will
achieve these results.

First Quarter 2018 Conference Call

Ventas will hold a conference call to discuss this earnings release
today at 10:00 a.m. Eastern Time (9:00 a.m. Central Time). The dial-in
number for the conference call is (844) 776-7841 (or +1 (661) 378-9542
for international callers). The participant passcode is “Ventas.” The
conference call is being webcast live by NASDAQ OMX and can be accessed
at the Company’s website at www.ventasreit.com.
A replay of the webcast will be available following the call online, or
by calling (855) 859-2056 (or +1 (404) 537-3406 for international
callers), passcode 7181865, beginning at approximately 2:00 p.m. Eastern
Time and will remain for 36 days.

Ventas, Inc., an S&P 500 company, is a leading real estate investment
trust. Its diverse portfolio of more than 1,200 assets in the United
States, Canada and the United Kingdom consists of seniors housing
communities, medical office buildings, life science and innovation
centers, inpatient rehabilitation and long-term acute care facilities,
health systems and skilled nursing facilities. Through its Lillibridge
subsidiary, Ventas provides management, leasing, marketing, facility
development and advisory services to highly rated hospitals and health
systems throughout the United States. References to “Ventas” or the
“Company” mean Ventas, Inc. and its consolidated subsidiaries unless
otherwise expressly noted. More information about Ventas and Lillibridge
can be found at www.ventasreit.com
and www.lillibridge.com.

The Company routinely announces material information to investors and
the marketplace using press releases, SEC filings, public conference
calls, webcasts and the Company’s website at www.ventasreit.com/investor-relations.
The information that the Company posts to its website may be deemed to
be material. Accordingly, the Company encourages investors and others
interested in the Company to routinely monitor and review the
information that the Company posts on its website, in addition to
following the Company’s press releases, SEC filings and public
conference calls and webcasts. Supplemental information regarding the
Company can be found on the Company’s website under the “Investor
Relations” section or at www.ventasreit.com/investor-relations/annual-reports---supplemental-information.
A comprehensive listing of the Company’s properties is available at www.ventasreit.com/our-portfolio/properties-by-stateprovince.

This press release includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.All
statements regarding the Company’s or its tenants’, operators’,
borrowers’ or managers’ expected future financial condition, results of
operations, cash flows, funds from operations, dividends and dividend
plans, financing opportunities and plans, capital markets transactions,
business strategy, budgets, projected costs, operating metrics, capital
expenditures, competitive positions, acquisitions, investment
opportunities, dispositions, merger or acquisition integration, growth
opportunities, expected lease income, continued qualification as a real
estate investment trust (“REIT”), plans and objectives of management for
future operations and statements that include words such as
“anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,”
“may,” “could,” “should,” “will” and other similar expressions are
forward-looking statements.These forward-looking statements are
inherently uncertain, and actual results may differ from the Company’s
expectations.The Company does not undertake a duty to update
these forward-looking statements, which speak only as of the date on
which they are made.

The Company’s actual future results and trends may differ materially
from expectations depending on a variety of factors discussed in the
Company’s filings with the Securities and Exchange Commission.These
factors include without limitation: (a) the ability and willingness of
the Company’s tenants, operators, borrowers, managers and other third
parties to satisfy their obligations under their respective contractual
arrangements with the Company, including, in some cases, their
obligations to indemnify, defend and hold harmless the Company from and
against various claims, litigation and liabilities; (b) the ability of
the Company’s tenants, operators, borrowers and managers to maintain the
financial strength and liquidity necessary to satisfy their respective
obligations and liabilities to third parties, including without
limitation obligations under their existing credit facilities and other
indebtedness; (c) the Company’s success in implementing its business
strategy and the Company’s ability to identify, underwrite, finance,
consummate and integrate diversifying acquisitions and investments; (d)
macroeconomic conditions such as a disruption of or lack of access to
the capital markets, changes in the debt rating on U.S. government
securities, default or delay in payment by the United States of its
obligations, and changes in the federal or state budgets resulting in
the reduction or nonpayment of Medicare or Medicaid reimbursement rates;
(e) the nature and extent of future competition, including new
construction in the markets in which the Company’s seniors housing
communities and medical office buildings (“MOBs”)are located;
(f) the extent and effect of future or pending healthcare reform and
regulation, including cost containment measures and changes in
reimbursement policies, procedures and rates; (g) increases in the
Company’s borrowing costs as a result of changes in interest rates and
other factors; (h) the ability of the Company’s tenants, operators and
managers, as applicable, to comply with laws, rules and regulations in
the operation of the Company’s properties, to deliver high-quality
services, to attract and retain qualified personnel and to attract
residents and patients; (i) changes in general economic conditions or
economic conditions in the markets in which the Company may, from time
to time, compete, and the effect of those changes on the Company’s
revenues, earnings and funding sources; (j) the Company’s ability to pay
down, refinance, restructure or extend its indebtedness as it becomes
due; (k) the Company’s ability and willingness to maintain its
qualification as a REIT in light of economic, market, legal, tax and
other considerations; (l) final determination of the Company’s taxable
net income for the year ended December 31, 2017 and for the year ending
December 31, 2018; (m) the ability and willingness of the Company’s
tenants to renew their leases with the Company upon expiration of the
leases, the Company’s ability to reposition its properties on the same
or better terms in the event of nonrenewal or in the event the Company
exercises its right to replace an existing tenant, and obligations,
including indemnification obligations, the Company may incur in
connection with the replacement of an existing tenant; (n) risks
associated with the Company’s senior living operating portfolio, such as
factors that can cause volatility in the Company’s operating income and
earnings generated by those properties, including without limitation
national and regional economic conditions, costs of food, materials,
energy, labor and services, employee benefit costs, insurance costs and
professional and general liability claims, and the timely delivery of
accurate property-level financial results for those properties; (o)
changes in exchange rates for any foreign currency in which the Company
may, from time to time, conduct business; (p) year-over-year changes in
the Consumer Price Index or the UK Retail Price Index and the effect of
those changes on the rent escalators contained in the Company’s leases
and the Company’s earnings; (q) the Company’s ability and the ability of
its tenants, operators, borrowers and managers to obtain and maintain
adequate property, liability and other insurance from reputable,
financially stable providers; (r) the impact of increased operating
costs and uninsured professional liability claims on the Company’s
liquidity, financial condition and results of operations or that of the
Company’s tenants, operators, borrowers and managers, and the ability of
the Company and the Company’s tenants, operators, borrowers and managers
to accurately estimate the magnitude of those claims; (s) risks
associated with the Company’s MOB portfolio and operations, including
the Company’s ability to successfully design, develop and manage MOBs
and to retain key personnel; (t) the ability of the hospitals on or near
whose campuses the Company’s MOBs are located and their affiliated
health systems to remain competitive and financially viable and to
attract physicians and physician groups; (u) risks associated with the
Company’s investments in joint ventures and unconsolidated entities,
including its lack of sole decision-making authority and its reliance on
its joint venture partners’ financial condition; (v) the Company’s
ability to obtain the financial results expected from its development
and redevelopment projects; (w) the impact of market or issuer events on
the liquidity or value of the Company’s investments in marketable
securities; (x) consolidation activity in the seniors housing and
healthcare industries resulting in a change of control of, or a
competitor’s investment in, one or more of the Company’s tenants,
operators, borrowers or managers or significant changes in the senior
management of the Company’s tenants, operators, borrowers or managers;
(y) the impact of litigation or any financial, accounting, legal or
regulatory issues that may affect the Company or its tenants, operators,
borrowers or managers; and (z) changes in accounting principles, or
their application or interpretation, and the Company’s ability to make
estimates and the assumptions underlying the estimates, which could have
an effect on the Company’s earnings.

1 Per share quarterly amounts may not add to
annual per share amounts due to material changes in the Company’s
weighted average diluted share count, if any.

Historical cost accounting for real estate assets implicitly assumes
that the value of real estate assets diminishes predictably over time.
However, since real estate values historically have risen or fallen with
market conditions, many industry investors deem presentations of
operating results for real estate companies that use historical cost
accounting to be insufficient by themselves. For that reason, the
Company considers FFO, normalized FFO, FAD and normalized FAD to be
appropriate supplemental measures of operating performance of an equity
REIT. In particular, the Company believes that normalized FFO is useful
because it allows investors, analysts and Company management to compare
the Company’s operating performance to the operating performance of
other real estate companies and between periods on a consistent basis
without having to account for differences caused by non-recurring items
and other non-operational events such as transactions and litigation. In
some cases, the Company provides information about identified non-cash
components of FFO and normalized FFO because it allows investors,
analysts and Company management to assess the impact of those items on
the Company’s financial results.

The Company uses the National Association of Real Estate Investment
Trusts (“NAREIT”) definition of FFO. NAREIT defines FFO as net income
attributable to common stockholders (computed in accordance with GAAP),
excluding gains or losses from sales of real estate property, including
gains or losses on re-measurement of equity method investments, and
impairment write-downs of depreciable real estate, plus real estate
depreciation and amortization, and after adjustments for unconsolidated
partnerships and joint ventures. Adjustments for unconsolidated
partnerships and joint ventures will be calculated to reflect FFO on the
same basis. The Company defines normalized FFO as FFO excluding the
following income and expense items (which may be recurring in nature):
(a) merger-related costs and expenses, including amortization of
intangibles, transition and integration expenses, and deal costs and
expenses, including expenses and recoveries relating to acquisition
lawsuits; (b) the impact of any expenses related to asset impairment and
valuation allowances, the write-off of unamortized deferred financing
fees, or additional costs, expenses, discounts, make-whole payments,
penalties or premiums incurred as a result of early retirement or
payment of the Company’s debt; (c) the non-cash effect of income tax
benefits or expenses, the non-cash impact of changes to the Company’s
executive equity compensation plan and derivative transactions that have
non-cash mark-to-market impacts on the Company’s income statement; (d)
the financial impact of contingent consideration, severance-related
costs and charitable donations made to the Ventas Charitable Foundation;
(e) gains and losses for non-operational foreign currency hedge
agreements and changes in the fair value of financial instruments; (f)
gains and losses on non-real estate dispositions and other unusual items
related to unconsolidated entities; (g) expenses related to the re-audit
and re-review in 2014 of the Company’s historical financial statements
and related matters; and (h) net expenses or recoveries related to
natural disasters. Normalized FAD represents normalized FFO excluding
non-cash components, which include straight-line rental adjustments, and
deducting capital expenditures, including certain tenant allowances and
leasing commissions. FAD represents normalized FAD after subtracting
merger-related expenses, deal costs and re-audit costs and other unusual
items related to unconsolidated entities.

FFO, normalized FFO, FAD and normalized FAD presented herein may not be
comparable to those presented by other real estate companies due to the
fact that not all real estate companies use the same definitions. FFO,
normalized FFO, FAD and normalized FAD should not be considered as
alternatives to net income or income from continuing operations (both
determined in accordance with GAAP) as indicators of the Company’s
financial performance or as alternatives to cash flow from operating
activities (determined in accordance with GAAP) as measures of the
Company’s liquidity, nor are they necessarily indicative of sufficient
cash flow to fund all of the Company’s needs. The Company believes that
income from continuing operations is the most comparable GAAP measure
because it provides insight into the Company’s continuing operations.
The Company believes that in order to facilitate a clear understanding
of the consolidated historical operating results of the Company, FFO,
normalized FFO, FAD and normalized FAD should be examined in conjunction
with net income and income from continuing operations as presented
elsewhere herein.

NON-GAAP FINANCIAL MEASURES RECONCILIATION

EPS, FFO and FAD Guidance Attributable to Common Stockholders 1,2

(Dollars in millions, except per share amounts)

Tentative / Preliminary and Subject to Change

FY2018 - Guidance

FY2018 - Per Share

Low

High

Low

High

Income from Continuing Operations

$435

$453

$1.21

$1.26

Gain on Real Estate Dispositions

29

39

0.08

0.11

Other Adjustments 3

(5

)

(6

)

(0.01

)

(0.02

)

Net Income Attributable to Common Stockholders

$459

$486

$1.28

$1.35

Depreciation and Amortization Adjustments

884

896

2.46

2.50

Gain on Real Estate Dispositions

(29

)

(39

)

(0.08

)

(0.11

)

Other Adjustments 3

36

36

0.10

0.10

FFO (NAREIT) Attributable to Common Stockholders

$1,350

$1,379

$3.76

$3.84

Merger-Related Expenses, Deal Costs and Re-Audit Costs

40

35

0.11

0.10

Loss on Extinguishment of Debt, Net

45

60

0.13

0.17

Other Adjustments 3,4

(3

)

(13

)

(0.01

)

(0.03

)

Normalized FFO Attributable to Common Stockholders

$1,432

$1,461

$3.99

$4.07

% Year-Over-Year Growth

(4

%)

(2

%)

Non-Cash Items Included in Normalized FFO

4

2

Capital Expenditures

(139

)

(148

)

Normalized FAD Attributable to Common Stockholders

$1,297

$1,315

Merger-Related Expense, Deal Costs and Re-Audit Costs

(40

)

(35

)

Other Adjustments 3

(5

)

(4

)

FAD Attributable to Common Stockholders

$1,252

$1,276

Weighted Average Diluted Shares (in millions)

359

359

1

The Company’s guidance constitutes forward-looking statements
within the meaning of the federal securities laws and is based on
a number of assumptions that are subject to change and many of
which are outside the control of the Company. Actual results may
differ materially from the Company’s expectations depending on
factors discussed in the Company’s filings with the Securities and
Exchange Commission.

2

Per share quarterly amounts may not add to annual per share
amounts due to changes in the Company's weighted average diluted
share count, if any.

3

See table titled “Funds From Operations (FFO) and Funds Available
for Distribution (FAD)” for detailed breakout of adjustments for
each respective category.

4

Includes adjustments related to one-time write-offs of
straight-line rent, market lease intangibles and deferred revenue,
all related to the Brookdale Agreement.

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Net Debt to Adjusted Pro Forma EBITDA

(Dollars in thousands)

The following table illustrates net debt to pro forma earnings, which
includes amounts in discontinued operations, before interest, taxes,
depreciation and amortization (including non-cash stock-based
compensation expense), excluding gains or losses on extinguishment of
debt, consolidated joint venture partners’ share of EBITDA,
merger-related expenses and deal costs, expenses related to the re-audit
and re-review in 2014 of the Company’s historical financial statements,
net gains or losses on real estate activity, gains or losses on
re-measurement of equity interest upon acquisition, changes in the fair
value of financial instruments, unrealized foreign currency gains or
losses and net expenses or recoveries related to natural disasters, and
including the Company’s share of EBITDA from unconsolidated entities and
adjustments for other immaterial or identified items (“Adjusted EBITDA”).

The following information considers the pro forma effect on Adjusted
EBITDA of the Company’s activity during the three months ended March 31,
2018, as if the transactions had been consummated as of the beginning of
the period (“Adjusted Pro Forma EBITDA”).

The Company believes that net debt, Adjusted Pro Forma EBITDA and net
debt to Adjusted Pro Forma EBITDA are useful to investors, analysts and
Company management because they allow the comparison of the Company’s
credit strength between periods and to other real estate companies
without the effect of items that by their nature are not comparable from
period to period and tend to obscure the Company’s actual credit quality.

For a reconciliation of net debt to Adjusted Pro Forma EBITDA for the
quarter ended December 31, 2017, please refer to the reconciliation
included in the Company's Current Report on Form 8-K filed with the SEC
on February 9, 2018, which reconciliation is hereby incorporated by
reference.

Income from continuing operations

$

80,060

Discontinued operations

(10

)

Gain on real estate dispositions

48

Net income

80,098

Net income attributable to noncontrolling interests

1,395

Net income attributable to common stockholders

78,703

Adjustments:

Interest

111,363

Loss on extinguishment of debt, net

10,977

Taxes (including tax amounts in general, administrative and
professional fees)

The Company considers NOI and same-store cash NOI as important
supplemental measures because they allow investors, analysts and the
Company’s management to assess its unlevered property-level operating
results and to compare its operating results with those of other real
estate companies and between periods on a consistent basis. The Company
defines NOI as total revenues, less interest and other income,
property-level operating expenses and office building services costs. In
the case of NOI, cash receipts may differ due to straight-line
recognition of certain rental income and the application of other GAAP
policies. The Company believes that income from continuing operations is
the most comparable GAAP measure for both NOI and same-store cash NOI
because it provides insight into the Company’s continuing operations.
The Company defines same-store as properties owned, consolidated,
operational and reported under a consistent business model for the full
period in both comparison periods, and excluding assets intended for
disposition and for SHOP, those properties that transitioned operators
after the start of the prior comparison period, and for office
operations, redevelopment assets. To normalize for exchange rate
movements, all same-store cash NOI measures assume constant exchange
rates across comparable periods, using the following methodology: the
current period’s results are shown in actual reported USD, while prior
comparison period’s results are adjusted and converted to USD based on
the average exchange rate for the current period.

Triple-Net Leased Properties

Senior Living Operations

Office Operations

All Other

Total

For the Three Months Ended March 31, 2018

Income from continuing operations

$

80,060

Adjustments:

Interest and other income

(9,634

)

Interest

111,363

Depreciation and amortization

233,150

General, administrative and professional fees

37,174

Loss on extinguishment of debt, net

10,977

Merger-related expenses and deal costs

17,336

Other

3,120

Loss from unconsolidated entities

40,739

Income tax benefit

(3,242

)

Reported Segment NOI

$

191,783

$

162,533

$

134,994

$

31,733

521,043

Adjustments:

Modification fee

—

—

431

—

431

Normalizing adjustment for technology costs

—

365

—

—

365

NOI not included in same-store

(12,994

)

(15,747

)

(15,462

)

—

(44,203

)

Straight-lining of rental income

723

—

(4,345

)

—

(3,622

)

Non-cash rental income

(2,741

)

—

(289

)

—

(3,030

)

Non-segment NOI

—

—

—

(31,733

)

(31,733

)

(15,012

)

(15,382

)

(19,665

)

(31,733

)

(81,792

)

Same-Store cash NOI (Constant Currency)

$

176,771

$

147,151

$

115,329

$

—

$

439,251

Percentage increase

4.4

%

0.7

%

2.2

%

2.6

%

Triple-Net Leased Properties

Senior Living Operations

Office Operations

All Other

Total

For the Three Months Ended March 31, 2017

Income from continuing operations

$

155,912

Adjustments:

Interest and other income

(481

)

Interest

108,804

Depreciation and amortization

217,783

General, administrative and professional fees

33,961

Loss on extinguishment of debt, net

309

Merger-related expenses and deal costs

2,056

Other

1,188

Income from unconsolidated entities

(3,150

)

Income tax benefit

(3,145

)

Reported Segment NOI

$

210,532

$

152,115

$

130,174

$

20,416

513,237

Adjustments:

NOI not included in same-store

(36,600

)

(6,821

)

(12,544

)

—

(55,965

)

Straight-lining of rental income

(666

)

—

(4,711

)

—

(5,377

)

Non-cash rental income

(4,632

)

—

(118

)

—

(4,750

)

Non-segment NOI

—

—

—

(20,416

)

(20,416

)

NOI impact from change in FX

607

769

—

—

1,376

(41,291

)

(6,052

)

(17,373

)

(20,416

)

(85,132

)

Same-Store cash NOI (Constant Currency)

$

169,241

$

146,063

$

112,801

$

—

$

428,105

NON-GAAP FINANCIAL MEASURES RECONCILIATION

NOI and Same-Store Cash NOI by Segment Guidance 1,2

(Dollars in millions, except per share amounts)

FY2018 - Guidance

Tentative / Preliminary and Subject to Change

NNN

SHOP

Office

Non-Segment

Total

High End

Income from Continuing Operations

$

453

Depreciation and Amortization3

906

Interest Expense, G&A, Other Income and Expenses4

666

Reported Segment NOI5

$

739

$

641

$

542

$

105

2,025

Normalizing Adjustment for Technology Costs6

—

1

—

—

1

Non-Cash and Non-Same-Store Adjustments

(33

)

(74

)

(85

)

(105

)

(297

)

Same-Store Cash NOI5

706

568

457

—

1,729

Percentage Increase

3.0

%

(1.0

%)

2.75

%

NM

1.5

%

Modification Fees

(3

)

—

(0

)

—

(3

)

Adjusted Same-Store Cash NOI5

$

703

$

568

$

457

$

—

$

1,726

Adjusted Percentage Increase

2.6

%

(1.0

%)

2.7

%

NM

1.3

%

Low End

Income from Continuing Operations

$

435

Depreciation and Amortization3

896

Interest Expense, G&A, Other Income and Expenses4

662

Reported Segment NOI5

$

732

$

624

$

537

$

89

1,993

Normalizing Adjustment for Technology Costs6

—

1

—

—

1

Non-Cash and Non-Same-Store Adjustments

(33

)

(74

)

(84

)

(89

)

(281

)

Same-Store Cash NOI5

699

551

453

—

1,713

Percentage Increase

2.0

%

(4.0

%)

1.75

%

NM

0.5

%

Modification Fees

(3

)

—

(0

)

—

(3

)

Adjusted Same-Store Cash NOI5

$

696

$

551

$

453

$

—

$

1,710

Adjusted Percentage Increase

1.6

%

(4.0

%)

1.7

%

NM

0.3

%

Prior Year

Income from Continuing Operations

$

644

Depreciation and Amortization3

888

Interest Expense, G&A, Other Income and Expenses4

550

Reported Segment NOI

$

845

$

593

$

525

$

119

2,082

Normalizing Adjustment for Technology Costs6

—

3

—

—

3

Non-Cash and Non-Same-Store Adjustments

(162

)

(25

)

(80

)

(119

)

(386

)

NOI Impact from Change in FX

2

3

—

—

5

Same-Store Cash NOI

685

574

445

—

1,704

Modification Fees

—

—

—

—

—

Adjusted Same-Store Cash NOI

$

685

$

574

$

445

$

—

$

1,704

2018

GBP (£) to USD ($)

1.41

USD ($) to CAD (C$)

1.26

1

The Company’s guidance constitutes forward-looking statements
within the meaning of the federal securities laws and is based on
a number of assumptions that are subject to change and many of
which are outside the control of the Company. Actual results may
differ materially from the Company’s expectations depending on
factors discussed in the Company’s filings with the Securities and
Exchange Commission.

2

See tables titled “Net Operating Income (NOI) and Same-Store Cash
NOI by Segment” for the three months ended March 31, 2018 for a
detailed breakout of adjustments for each respective category.

3

Includes real estate depreciation and amortization, corporate
depreciation and amortization and amortization of other
intangibles.

4

Includes interest expense, general and administrative expenses
(including stock-based compensation), loss on extinguishment of
debt, merger-related expenses and deal costs, income from
unconsolidated entities, income tax benefit, and other income and
expenses.

5

Totals may not add across due to minor corporate-level adjustments
and rounding.

6

Represents costs expensed by one operator related to
implementation of new software.